


Depth Charge

by unicornsandbutane



Category: Team Fortress 2
Genre: Anal Sex, Angst with a Happy Ending, Body Horror, Choking, First Time, M/M, Magic, Masturbation, Tattoos, Tentacle Sex, Tentacles
Language: English
Status: Completed
Published: 2015-02-07
Updated: 2015-02-07
Packaged: 2018-03-10 22:19:55
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 18,505
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/3305447
Author URL: https://archiveofourown.org/users/unicornsandbutane/pseuds/unicornsandbutane
Summary: <blockquote class="userstuff">
              <p>The Scout discovers the Spy’s best-kept secret.</p>
            </blockquote>





	Depth Charge

"So it’s what, some kinda, like, werewolf thing?" the Scout asked absently, trying to catch the end of a tentacle in one hand. It was immediately yanked out of reach.

"It does not matter what kind of ‘thing’ it is, only that you get out before something cruel and unusual befalls you." It wasn’t his best threat. Nobody was ever meant to see him like this. He’d made a living out of not being seen, but the Scout had a distinct talent for being exactly where nobody wanted him to be.

"Like what?" The Scout didn’t appear to be paying attention. He was still trying to get a tentacle between his fingers, clapping about as if catching fireflies. "Aw c’mon, jeez. Lemme look, huh?"

The Spy lashed out with one of his human hands and cuffed the Scout soundly on the ear. The Scout reeled.

"What the fuck was that for?!" he exclaimed, rubbing at the sore spot. "Jeezus! I ain’t even done anything yet!"

"Nor will you. You will get out." The Spy had begun coiling one limb surreptitiously around one of the Scout’s ankles. He’d never had to interact for any length of time with another person when he was… indisposed, as such, but he supposed that it was too much to hope that he never would, considering the close quarters of his company.

It had been fine at 2Fort, with the labyrinthine sewer systems in which to hide; Well had its waterways, and Hydro was an absolute dream. He’d thought this stint at Sawmill would be practically a non-event, with its readily accessible flumes and waterfalls. Too accessible, it would seem.

"What’s your problem, man? For real, like… You’re nosy as fuck for a living. I ain’t forgotten you took those pictures of my Ma— which just ain’t right, by the way, cuz like, fuckin’, I hate the RED Spy more than you do, prob’ly, but that don’t make it okay to drag someone else into it. ‘Specially if that someone else is another guy’s Ma. And even MORE ‘specially if that guy whose Ma it is is on your team. Like, that’s mad fucked up, man." The Scout never made eye contact, or stopped moving, throughout this little rant. He kept reaching for the writhing ends of the tentacles as they sought moisture around the cave walls.

He didn’t even seem to put any heart into the argument. They’d been over the subject of those photos a thousand times, and the Spy habitually ignored the Scout anyway, so he didn’t feel the need to respond. Instead he pulled his coiling limb tight and yanked the Scout’s foot out from under him. The Scout squawked and flailed, and the Spy hurriedly wrapped tentacles and hands around the Scout’s face, silencing him from any further outbursts. Muffled protests and god knows what else continued behind the slick, muscular flesh, but the Spy simply raised a finger to his own lips, with a hard glare in the darkness.

Astonishingly, the Scout quieted. His body relaxed, and he blinked up at the Spy, head cushioned by the nest of tentacles keeping him still. Then, he squinted, and the Spy had only a moment to panic at the wicked look, before the Scout did to him what he’d done countless times to his brothers who slapped _their_ hands over his mouth: he licked. He slobbered a hot wet stripe all over, and, just like his brothers did, countless times, the Spy recoiled. He sprang back, tucked himself into a corner, and _hissed_ , skin on his tentacles and under his mask flashing with black and blue spots. The Scout started to laugh, but stopped short.

"Holy crap. How’re you doin’ that? Can’t be some kinda disguise kit trick, cuz I _definitely_ felt your weird… octopus… ness. Just now. So like," he scrambled to stand, then leaned semi-casually against the granite rock face that made up the cave walls behind the waterfall, "What gives?"

"Suppose it _is_ some kind of ‘werewolf thing’," the Spy answered darkly, "And now you are infected."

The Scout laughed outright, at that. “What, are you stupid?”

The Spy seethed, and felt he hated the Scout’s buck-toothed grin more just then than he’d previously thought possible.

"Werewolves make other werewolves by _biting_ , chucklenuts. Come on, dontcha know _anything_?"

"I suppose _you_ are the expert on monsters, now, hm?"

"I’da thought you’d know a bit better, since, well." He made a sweeping gesture at the Spy’s general appearance. "Y’are one."

"You are not engendering me to favourable action, Scout," the Spy warned.

"In-genderin’? What’s that mean? Are you tryin’ to get into my pants or somethin’?" He dug a finger in his ear and made a face.

The Spy nearly retched. “Certainly not, you horrible, disgusting _pustule!_ ” He watched as the Scout took a few easy steps toward him.

"Methinks the squidface doth protest too much," he smirked, leaning forward just to see the Spy squirm.

"How is it, Scout, that you can reference Shakespeare, albeit with an entirely misunderstood interpretation of the line, and not know what ‘engendering’ means?" The Spy’s voice was quiet, disinterested, as if the acidic vigor had gone out of him completely.

"Oh whatever, I took English in high school. Jeez. Had to memorize bits of Shakespeare like every other week, come on. Look, watch. A-hem!" he struck a dramatic pose and the Spy looked for an avenue of escape.

"What a piece of work is man— actually, Spook, _you’re_ a real piece’a work, come t’think of it— how noble in reason, how infinite in faculty, in form and moving how express and, well, not exactly admirable. In form and moving you’re more like some kinda mollusk, actually." He seemed to consider for a moment. "But, eh, you get the picture."

"My god, I always forget how truly irritating your voice is, until you speak, and I remember how _truly_ irritating your voice is."

"Aw, you don’t mean that, Spook. You’re just cranky because you’ve got some kinda man-period that involves you turning into a giant fish." He looked so genuinely serious that the Spy sputtered and wanted to tear his hair out.

" _Why will you not leave me be, you miserable little wretch?!_ "

"Miserable? Me? Nahh. You? Maybe. You ain’t said what’s goin’ on here though. So come on, out with it. You know I ain’t leavin’ ‘til you tell me."

"I should kill you."

"I’d just come back."

"You are like a recurring rash, in that way, Scout. I’d have time to leave here before you respawned."

"I’d find ya. And if I couldn’t, I know I could get the rest of the team to help me."

"Not a living soul would believe you."

The Scout laughed, loud and brash, and the Spy smacked him with a tentacle to shut him up.

"What makes you think you’re so special, huh?" the Scout managed between chuckles, unfazed by the Spy’s halfhearted show of violence. "Couple years back we fought Demo’s haunted eyeball. Why _wouldn’t_ they believe me?" He laughed again, nearly doubled over. "I mean _jeezus_ , so much freaky weird shit happens to us, I dunno why I’m even surprised. You—" he fought to speak, "You— ha ha! You’re probably so hung up on self-pity, you think you’re just the freakiest thing and like, nobody would _understand_ , oh woe is you! Fuckin’ Solly’s ex-room mate is a _Wizard_ or some shit!" He collapsed into fits of snickering again. "And _goddamn_ , I mean, it wouldn’t even be _hard!_ Demo’d believe me immediately, can’t see Medic turning down the chance to experiment on whatever the hell you are, Solly’d probably lose his shit entirely because he thinks he knows everythin’ that goes on in th’ base, and I bet everyone else would go along for the ride. Maybe just to see you suffer. You ain’t got a lotta friends, Spook."

The Spy bristled and his photophores flickered once.

"Wow I can see why this thing would piss you off. Can’t keep a single thing to yourself with all those little lights an’ shit," he commented, and the Spy made a conscious effort to make it stop. "Don’t ever play cards when you’re like this, man. Your poker face is good but those things’ll give you away every time."

The Spy remained quiet.

"So come on. Tell me what’s up, lemme look, and I’ll leave."

"Will you." It wasn’t really a question.

"Hey," the Scout spread his arms wide and made the most congenial face he could muster. "Scout’s honor."

The Spy made a sound of disgust.

"Unless you want me to recite more Shakespeare. Or better, some Shakespearecles."

When the Spy did not answer, the Scout struck another overwrought pose, cleared his throat, and began to recite:

"From The Arms Dealer of Venice, act three, scene four. Ahem! …The one who skillfully with gentle sound, should lay his fists against the jaws of men, shall know as do his feet the artful bound— the madder of his pugilistic ken. His red dam may on eyebrows lay her head, and soothe the hurts that mark the storied man, but this pieta for quick not dead, defies the rigor still in living hands. Forsooth the glove and canvas not forsaken—!"

The Spy fairly tackled him, covering the Scout’s face with bare hands and tentacles and a sleeve and really everything he could muster to cease the runner’s incessant noise. He snarled and flashed angrily, and the Scout sputtered and shook with laughter. Then, he struggled with oxygen deprivation. Then, he thrashed wildly in a panic, but the Spy had many more limbs than usual, and nearly all of them were pure muscle, so he held the Scout down until, with a final shudder, the Scout quieted, and went still.

The Spy was gone when the Scout respawned and came looking, and he did not find him again that night.

—————

At breakfast the next day, the Spy was back to his ordinary, standoffish, two-legged self, and he was prepared to fend off whatever allegations the Scout had to throw at him. But, none came, save the claim that the Spy was taking more bacon than everybody else. It wasn’t his fault if two pieces were stuck together, honestly, but regardless, he was entirely on-edge, waiting for the Scout to shove a forkful of scrambled eggs into his mouth and slur around it, “So did you chucklenuts know that the Spook sometimes turns into a sea monster?”

He wasn’t entirely certain what would become of such a statement, but he didn’t relish the opportunity to find out.

If the Scout kicked his ankle under the table, it went unnoticed by the rest of the team. If he aimed a meaningful smirk and raised eyebrow in the Spy’s direction afterward, it was brushed off as the braying idiot’s usual antics. Did the Scout think he was going to hold this over the Spy’s head? If the childish wretch thought he could even hope to blackmail such a person as the Spy, he was in for a very rude shock. The masked man did not acknowledge their team’s bombastic fleetfoot until the very end of breakfast, when he offered the Scout an icy glare over the rim of his coffee cup. With that, he cleared his dishes and excused himself from the table, stalking off and suppressing the residual clammy feeling of having mammalian legs once more instead of cold, questing tentacles.

It was something he’d endured for years, one which he could now predict, rather than lying in wait for it to happen and then murdering anyone who had the misfortune of witnessing the event. It had something to do with the position of the moon, its relation to the tides, and the theft of a peculiar centuries-old black coral karakuri-netsuke at the behest of a prominent yakuza boss when he was in Japan in the late 1950s. He hadn’t considered himself superstitious, at the time.

Regardless, he felt he had a handle on it.

The Scout, however, was a slightly more annoying problem. He continued to cast pointed glances in the Spy’s direction, and dogged him in their off-hours.

The Spy surmised the impatient twit was trying to catch a glimpse of the transformation. Unless he could measure lunitidal intervals in the Sea of Japan as they were understood in the 17th century, the nosy simpleton was not going to be able.

Nevertheless, he quickly grew weary of the Scout’s consistent presence at his side. He was quite a bit slyer, sneakier, quieter, and altogether better at hiding than the Scout, but he had to concede that the Scout was faster, and could cover more ground than the Spy could. He would seek the masked man in every nook and cranny, and on occasion, to the Spy’s great embarassment, the Scout succeeded in finding him.

"Olly-olly-oxen-free!" he crowed, clambering into the loft where the Spy had secreted himself away and slapping a hand onto a wool-suited shoulder. "Man, next battle we got, catching the RED Spy out’s gonna be a cakewalk, after all this hide-and-seek."

The Spy sat and fumed, and lit the cigarette he hadn’t allowed himself before, lest the smoke give him away. Well, the point had become rather a moot one. The Scout reclined beside him, looking up at the rafters.

"How come you won’t just lemme see, huh? I mean, unless this game is fun for you, which I doubt. Whaddya even DO for fun, Spook?"

The Spy sat in silence, and ushered a hiss of smoke between his teeth.

"Like, is killin’ and smokin’ all you _like_?" The Scout chewed his thumb, and the Spy’s lip twitched.

"I think I will take my leave," he said, moving to stand.

The Scout caught hold of his sleeve, and looked up at him, but said nothing.

He yanked his coat out of the runner’s grasp and took a few decisive steps toward the ladder.

"Aw, fine," the Scout said. "Blow it out yer ass anyway." He kicked his feet out in front of him while the Spy picked his way down the rungs. "You know I ain’t gonna leave you alone!"

The Spy simply disappeared.

—————

The problem with the Cloak and Dagger was that, in order to conserve its charge, he needed to remain perfectly still. Ordinarily, this wasn’t an issue. But, he’d found, during those rare times when he— well. When he wasn’t himself, his surplus appendages would not stop moving, writhing over walls, curling into cracks and corners, seeking to stay wet, and unfettered.

If he could submerge himself, they might work in some semblance of unison, but concealed bodies of water were hard to come by in many of their desert bases, and it was far too conspicuous to lock himself in the shower room from sunset to sunrise.

He’d gotten creative, in the years since he found himself with this condition, and he’d have to become even moreso, now that the Scout knew.

The Scout knew, and he could not un-know it. No number of threats or trips through respawn (as far as the Spy could tell, though he might be willing to test the theory) were going to erase the knowledge from his team mate’s tiny head.

And what would he do with that? These games, as the Scout called them, of hide-and-go-seek, had served to prove that he could not ignore it forever. The Scout would just keep coming back, like a particularly virulent venereal disease. Or, like the problem that garnered the brat’s attention in the first place.

In his personal quarters, the Spy pulled a volume on Proust by Gilles Deleuze from his shelf, removed the dust jacket, and unfolded it to reveal a set of tables and charts. He very probably had them memorized, but he checked them anyway, just to be sure, because a spring high tide was again approaching.

He folded the charts again into their hiding place.

He, himself, was growing weary of hiding from the Scout, of all people. He was tired of running whilst the Scout chased. It was too suggestive of a disgraceful lack of control, and furthermore, it was not his style.

He decided, it was time for a counter-attack.

—————

In order to emerge from this mishap unscathed, he would need leverage. He didn’t like the thought of merely threatening the Scout with blackmail material of his own; it was too messy, and left too many loose ends. He couldn’t guarantee that the loudmouthed twit would not crack at some point, and spill the Spy’s secrets like so much Mad Milk.

However, it was a starting point— something he could work with until something better came up.

Picking the lock on the Scout’s bedroom door was child’s play. He wondered what the insufferable prat was trying to hide, and locked the door behind him. Well, he’d start with the obvious places.

Pornographic magazines under the mattress, Vaseline in the night stand—these were predicted. Letters to and from the Scout’s extensive family revealed very little, save a humourous anecdote about some cousin’s bedwetting problem, and the Scout’s own mother’s affectionate recollections of the Scout’s childhood habits. Thumb-sucking and the occasional ‘accident’ in his team mate’s youth, however, were not enough to end the Spy’s quest.

There was a length of rope under all of the Scout’s socks in the dresser, which the Spy thought a little odd, but it wasn’t enough of a clue to go on. It was accompanied by a vast baseball card collection, most of which was organized into protective sleeves, though another stack sat merely rubber-banded together. The Spy couldn’t fathom why.

The floor was littered with dirty clothing; the runner did not appear to have a hamper or even a particular heap into which he’d throw things. The waste bin was full of empty Bonk! cans and food wrappers, foetid take-out bags from McDonald’s and paper boxes from the greasy taquería he frequented with the Sniper.

Altogether it was all so ordinary, fitting so exactly the dossier he’d compiled on his most immediately infuriating coworker, that he’d almost decided the whole thing was a wasted effort.

But, he’d already gone to all the trouble, he might as well see it through.

Staking out the Scout’s room was infuriatingly simple. At the very least, he liked a challenge at this point in his career. But, he supposed he should count his blessings as he affixed a recording device to the underside of the Scout’s bedframe. He then tucked himself into the corner near the door, between the desk and the wall, activated his Cloak and Dagger, and waited.

The hours crawled by, marked out by the alarm clock on the Scout’s night stand. The Spy, however, remained resolute. He vowed to show the same unyielding tenacity that the Scout did in driving him up a wall, even as his feet fell asleep and he ached for a cigarette.

He’d fallen into something of a trance-like state by the time the door swung open, letting a stripe of light from the hallway into the darkened room, and painting the linoleum with the Scout’s gangly silhouette.

The runner shut the door behind him and toed out of his shoes, kicking them haphazardly under the desk, and slouched over to his bed. He tugged his shirt up over his head, and dropped it on the floor, then shucked his pants and kicked them into a corner. The Spy’s lip curled with distaste, and his scowl deepened when he watched the Scout peel his socks off, the cotton stiff with dirt and sticking to the balls of the Scout’s feet.

The Scout doffed his hat last, tossing it, headset and all, onto his nightstand before flopping face-first into his sheets. He scratched his legs and ribs leisurely, then sat up to pull the athletic tape off of his hands. It was discarded near the bin, and the Spy wondered if these menial tasks were all he was going to see.

The Scout stretched, and reclined against his pillows, seemingly enjoying the cool bedclothes against his skin for a moment, before one hand strayed to his hip, and dipped under the waistband of his day-off undershorts.

The Spy cringed. He had expected this, somewhat, in the back of his mind, but if all the Scout was going to do was rub one out and go to bed, this evening’s stake out would be a clear bust. Well, perhaps the quick little bunny had a kink or two that the Spy could hold over his head.

A little surprisingly, the Scout began slow. The Spy could see the outlines of the runner’s fingers through his thin shorts, teasing himself to hardness with light touches. His middle finger skirted the head— a visible shape against the cotton— before he moved to readjust his rising cock and pet at his balls. A sigh escaped him, and the Spy held still, annoyed that he couldn’t leave even if the Scout’s masturbatory habits were entirely banal.

The Scout shimmied out of his undergarments and the Spy unashamedly sized him up. It was clear that the self-aggrandizing boor was, as they say, a grower, and not a shower, though not to any impressive degree.

He would not deign to compare the brat with himself.

It was beneath him to do so.

And besides, he couldn’t be expected to get an accurate read in this low light.

In any case, the Scout had picked up his pace, and slight moans escaped him on every upward stroke. His hand was tight, and he seemed to squeeze the head as he pulled off, his tongue poking out to wet his lips as he panted. His eyes shut, and a flush spreading across his skin. His left hand darted under the pillows, and the Spy knew there wasn’t anything under them, but then the Scout wrenched the sheet out from its tuck around the bed and pulled, from between the linens and the mattress, one of the Spy’s own ties.

He’d recognize it anywhere: that particular subdued houndstooth pattern in two nearly indistinguishable shades of blue, just enough to add a sophisticated amount of texture to the silk.

It was also heavily bloodstained, which suggested it was scavenged from the battlefield, perhaps unknotted and pulled from the collar of his still-warm corpse.

The Spy was aghast. How had that tie escaped his notice? He hadn’t thought the Scout capable of hiding things any more cleverly than putting them in the back of a drawer. What else had he missed? Clearly, the reason for the Scout’s incessant pestering. He knew already where this would go, but for once, he didn’t want to be right.

The Scout brought the sliver of cloth to his nose and inhaled deeply, and his right hand sped up even further. He moaned richly into the fabric, wrapped it around his face, his eyes, like a crude blindfold, the wide end falling over his lips. He brushed his mouth against the silk and whined.

His right hand slowed again, and he breathed deep, seeming to calm himself. His left hand tugged the looped fabric down from his face, so it lay curled around his neck. He tucked the narrow end of the tie into his mouth, gathered the wide end in a tight fist, and pulled.

The loops tightened around his throat, and he gasped. The Spy watched, stricken, eyes wide. The Scout arched into his stroking hand, and coughed, strangling on a moan.

When the Scout let up on the tie, his chest heaved. His face was red with constriction. He nuzzled the tie and smiled faintly, huffing out a little laugh.

"Yeah, Spook," he whispered.

Oh God.

"You like that, dontcha?"

Oh God, why.

"Chokin’ me an’ shit. Bet yer into all kinds’a kinky weird crap. Yeah. Fuckin’, mask, and— pointy shoes. Betcher, betcher into, like, whips n’ chains n’… Fuck," he hissed.

The Spy felt ill.

Shaking, sweaty fingers reached for the nightstand and scrabbled it open. The Scout grabbed for his Vaseline, and the Spy almost looked away, but was filled with a morbid fascination when the Scout slicked both hands.

Oh, Lord.

His right hand kept pace on his cock, his squeezing the head so tightly the Spy thought it _had_ to be painful, but the left dipped lower. The Scout scooted down on the bed, lifted his knees, and began to finger himself.

He did it so smoothly, with a pracitised ease the Spy might not have wanted to know about. The Scout muttered indistinctly for a moment, then groaned aloud, and the Spy was nearly horrified at the speed at which the runner plunged three fingers into himself, up past his knobbly knuckles, gasping as the bones breached his stretched ass, it pulled pink around his digits.

The Spy could not move, could not leave, without giving himself away.

The Scout moaned “Spook,” again, long and low, turning his face into the tie where it lay on the pillows.

Invisibility watch or no, the Spy did not want to be found in this room.

"Mmm, yeah," the Scout mumbled. "Fuck me. God, I want you to fuck me. Yeah. Bet all them arms’d feel so damn good inside, spreadin’ me open. An’ all them little suckers. Fuck!"

The bottom dropped out of the Spy’s stomach.

It was— it was unthinkable!

"Yeah, fuck, I want a bunch of ‘em in me. Fuck, Spook, hold me down and fuck me! All them arms, bendin’, bet they could get so deep, and they were so long, and thick, shit, whatchu got where they all meet? Is it all, sensitive, an’, fuck, y’want me to taste it, fuckin’ shove my face in if it makes you feel good, while yer fuckin’ _deep_ in me… yeah, yeah, _FUCK!_ "

The Scout jolted and thrashed wildly when he came. He arched up off the bed, crying out, his right hand squeezing and pulling so hard his knuckles were white, milking himself, making himself jump and twitch.

The Spy watched him shudder, and moan, and sweat, and collapse back down, in a heap, wiping his fingers and belly with a tissue and throwing it towards the bin, with his hand wrappings, and his soda cans, and probably two-score other tissues just like it.

The Spy cursed his team mate, and his rotten luck, and the makers of Vaseline. He cursed his curse. He didn’t know what to make of this revelation, and for once, he didn’t have a contingency plan.

When the Scout passed out, snoring, naked, without washing his hands, sweat cooling on his skin, the Spy made his move.

He left.

He returned to his quarters and checked his charts again.

Three days, and it would be upon him.

—————

It was only enough time to plan. The first hideaway he’d found on this base was obviously insufficient, not to mention compromised. To make matters worse, the weeks he’d spent avoiding and being found by the Scout made him wary.

This remote base made it nearly impossible to rent a hotel room. Getting down the mountain would require transportation he didn’t have readily available. Fine enough for the Sniper to go into town for sub-par Mexican food— his home-on-wheels provided him with all of the mobility necessary, and the Spy seethed at the way such an opportunity was wasted on the bushman.

What would he do? Barricade himself in his room with nothing but a metal wash basin and a few dim shreds of hope? The Scout knew where his quarters were, obviously, and while he didn’t think the little miscreant could pick the lock, he’d proved fairly vexing thus far. It was becoming apparent that he couldn’t underestimate the Scout any further.

His counter-attack had backfired spectacularly. He was even more unsettled than he’d previously imagined possible.

The Scout was dangerous.

He was viciously determined, and more resourceful than the Spy had given him credit for.

He was also absolutely deranged. The Spy sat at his desk with his fingers laced under his chin, trying to think analytically about what he’d learned through that stake-out. It was grotesque, it was unbelievable, and it was very difficult to approach dispassionately. The pit of his stomach clenched at the thought of the Scout’s sweaty pink fingers pulling desperately at his own flesh, the Spy’s tie growing damp as the Scout mouthed at it, his other hand busily thrusting into himself with fingers hooked, all whilst the mouthy runner was so deeply engaged with his fantastical monologue, so thoroughly immersed, the Spy probably could have taken tea at the foot of the bed and the Scout wouldn’t have noticed.

Perhaps it was a little flattering, being the center of a swaggering braggart’s attention, and perhaps it was mollifying to know that his, eh, _condition_ didn’t put him out of the game entirely. For years, he’d eschewed seduction routines on certain nights of the month in favour of sub-marine infiltration schemes. Perhaps he needn’t have.

That the Scout should have a… what should he call it? A desire? An attraction? An obsession? Whatever it was, it didn’t disparage those nights when he was short one appendage in exchange for an excess of six others. In fact it didn’t seem that body left _anything_ to be desired, for the Scout. This was odd in and of itself, but— and here the Spy chuckled at himself— who was he to speak of ‘odd’?

He stood and stretched, and wiggled his toes in his oxfords. Mask and pointy shoes, indeed.

—————

Judging by the look on his face, the Scout did not anticipate the Spy’s sudden appearance in his immediate periphery.

"Saints alive!" he exclaimed, wheeling about. He looked the Spy up and down, and calmed himself, settling into his usual slouched posture. "I was ack-chelly just lookin’ fer you," he said, glancing up and down the hallway.

"Yes I imagine you were," the Spy answered, tucking his gloved hand into the crook of the Scout’s elbow and steering him away from the wall with a steely grasp. "Walk with me."

"Hey, yo, we gotta talk. An’— An’ not about, y’know, that one thing, either!"

"Save it." The Spy’s tone was clipped and curt, and the Scout turned wide eyes and furrowed brows on him, but the Spy continued to stride down the hallway, hauling the Scout along with him.

"Cripes! I can walk by myself, ya know. Where the heck are we goin’, anyhow?"

"Never you mind. Just keep your mouth shut, boy, and this will all pay off."

The Scout grumbled, but didn’t sound the alarm, instead allowing himself to be tugged alongside his masked team mate, scowling darkly and casting glances that grew more and more murderous as time passed.

Out of doors, the sparse grass was wet under their feet, sodden with dew of the evening. Dandelions hung their heavy heads and the air was fragrant with damp tree bark. The Spy marched the Scout into the fog, past the few lamps that marked the outbuildings. The main hub of the base with its huge saws now still and silent was but a distant blue glow when the Scout looked back.

"You plannin’ to take me out back an’ shoot me? Cuz, I’m pretty sure I’d still respawn. An’ another thing—"

"Be quiet, for once in your miserable life!"

"I got a bone to pick with you, Spook!" the Scout hissed, jabbing his free hand into the Spy’s shoulder.

"Yes, I’m aware," the Spy replied, but he did not relent.

"Oh you _are_ , are ya? ‘Cuz lemme tell ya somethin’, pal—" he raised his voice over the roar of a waterfall, then squawked as he was pushed under it. He scrambled to get his feet under him, sliding on the slick rock, and found himself in a cave of sorts— a granite overhang that sent the river cascading behind him in a wall of water, flanked by boulders that likely broke off from that same piece. It was noisy with the rush of water, and thick with damp moss, and the Spy picked his way in as delicately as he could.

This little alcove did not boast the luxury of electric lighting that the cave nearest the base did, but the Spy produced a large flashlight from the pocket inside his coat, and pointed it at the corners, getting his bearings. He swept a soggy branch into the shadows, and only when he was certain that nothing and nobody was lurking did he set the flashlight on its end and perch himself on a rock near the back wall.

"Alright, Spook, start talkin’," the Scout demanded, pacing around the small space. "Why the _fuck_ am I finding a _motherfuckin’ microphone_ in my goddamn _room_?!"

The Spy looked thoughtful for a moment. He was suprised that the Scout had found it, but more surprised that he’d left anything at all to find.

"It wasn’t enough for you to peep on my Ma, oh no! You had to poke your big nose into _my_ life too! Well, now you know my big secret, an’, what, you dragged me all’a way out here to brag about it? To rub it in my face? Cuz I gotta tell you, that’s low, buster, even for you! How many fuckin’ copies of that recording did you make, huh? Am I gonna be hearin’ it on the radio tomorrow?"

"The recording?" the Spy waved dismissively. "Ah, I haven’t had a chance to listen to it."

"Uh. You haven’t? Then uh— what I said about a ‘secret’? There ain’t one. I was just bluffin’—!"

"The tie under your sheets is not a secret?"

" _Shit._ "

"You will note that it _remains_ a secret."

The Scout looked up from his hands to turn pleading blue eyes on him.

"Tactically, it would be more intelligent for me to alert the team." He examined the seams of his gloves. "Any claims you made therafter about my ‘condition’ would appear as a desperate attempt at self-defense. Imagine what you would sound like, telling them that I transformed into some sort of monster, after that sort of revelation." Glancing up, he met the Scout’s eyes, pinning him with his gaze. " _Not a soul would believe you._ "

"How come you ain’t doin’ that, then?" The Scout’s fingers drummed against his arm as he shifted on his feet.

"Perhaps because I know when to hold my cards? Perhaps because I prefer to keep as much animosity out of a professional relationship as possible? Perhaps because you have not seen fit to reveal my secret, as of yet. Or, perhaps, I have something much darker in store for you." He shrugged. "Take it in what sense you will." His hand moved up before he realized he didn’t have a cigarette, and he covered by straightening his tie.

"So what, yer gonna hold that over my head? Is that what yer gonna do?!"

"I am going to remove my trousers."

"You— what?"

"I would rather they not get destroyed when my lower extremities no longer fit into them." He tugged his cuffs and did not look at the Scout, but could hear the nervous step forward, then two steps back, that the runner took, could practically _taste_ the Scout’s inner conflict.

"Yeah, y’know. Uh. Do whatever ya gotta do."

The Spy bent to untie his shoes, and remove them carefully. He rolled his socks down, and placed each sock in its respective shoe. Straightening, he undid his belt, unbuttoned his slacks, and untucked his shirt. He could see the way the Scout tilted slightly one way or another, especially when he unzipped his striped suit pants and pushed them off of his legs to fold them crisply to the side. The younger man grew visibly agitated when the Spy peeled off his Lycra undergarments but the tails of his shirt fell between his legs and obscured him. He caught the Scout’s eye and grinned. The Scout scowled.

"Christ, Spook, yer worse’n a chick with all this modesty!" he blustered, wringing his hat in his hands. "God!" He turned his back, then fidgeted, twitched and turned around again. "How come you ain’t—"

But then the Spy stuffed his gloved hand into his mouth and shook, as vivid red lines raced jagged up his legs. They were pitted and uneven, stretch marks in bright hues, and the Spy’s bony feet skidded on the mossy ground, tearing vegetation up by the roots. Strange shapes shifted under his skin, various muscle groups seeming to tear away from their places and move. They bunched and writhed in greater and greater mass until the Spy’s pale flesh split, like the skin of a grape, and peeled away, in strips, from the curling, twitching ends of new limbs pushing their way into the air.

The Spy’s own skin, with its hair and its moles, hung rubbery from his knees.

It did not bleed.

A clearish mucus spread between the pieces as the questing appendages tore his human flesh, which ripped like rabbit’s skin. One tear went right over the crook of his knee, but there was no bone there, just a mass of those twisting limbs, which surged free from the thick sheet of the Spy’s skin. His left foot split open like an unlaced boot, and the tentacles shook the lifeless flesh, with its toes and pink soles, away.

The Spy muffled his screams against his hand, and when tears seeped from the corners of his eyes, they were at first viscous, and slow-moving, then inky black, soaking into his mask. They dried flaky on his cheeks, and small lights shone through the smoky trails, under the skin.

Only when one limb curved to brush away a wad of flesh from the apex of the Spy’s thighs did the Scout make a sound: a wet cough or a swallowed retch, followed by an audible gulp. The spongy lump fell to the damp stone with a soft ‘splat’, split wide, white and pink, like an oriental lily.

With grasping ends and tactile suckers, the new appendages tore away what remained of the Spy’s own legs, the flesh hanging like deflated balloons.

When the last strips lay curled like discarded streamers on the ground, the Spy’s lower belly, just barely visible where his shirt rode up, seemed to slope seamlessly into the darker hues of his alien extremities.

They coiled and stretched, and began to seek out dampness and drips, while the Spy collapsed, exhausted, into the mossy undergrowth. He heaved a shaky sigh and turned weary eyes on the Scout, who sat as if his knees had gone out from under him.

"Hh—!" the Scout choked, eyes unblinking, flickering rapidly. "Hhh!" His shoulders jittered. "H-hail Mary, f—, f-full of grace, th’Lord is with thee. B-blessed art thou am-m-mong women, and blessed is the—"

"Shut up."

"The fruit of thy womb, _Jesus!_ "

"Shut _up._ "

"Holy Mary, mother, m-mother of God, pray for us—"

" _Shut up._ "

"Pray for us _sinners_ —"

" _Will you BE QUIET?!_ "

The Spy’s skin, on his face and on his twisting appendages, flashed cobalt, then black; the colour moved in dizzying patterns, in spots and strobes and bands, shifting like oil under a translucent film. The Scout’s eyes tried to follow the motion, and the Spy watched him blink, and swallow dry.

The tentacles bunched and unfurled, worming into crevices and under stones. With a start, the Scout noticed the slim tip of one questing under one of his elastic socks, and he yelped as tiny suckers tugged his leg hair. The Spy bit back a sound of frustration and consciously yanked the limb back.

With overly precise motions, he withdrew a cigarette from his case. Lighting it was more fluid, and by the time smoke curled from his nostrils, his shoulders had relaxed. Even the movement of his tentacles seemed more at-ease, with rare, glittering flashes from his photophores.

"You, ah—" the Scout stuttered, and the Spy cut his eyes at his team mate, a flat look sliding through the smoke. "You can’t control those things?"

"It is not a matter of _can’t_ ," the Spy sniffed, "It is simply that I _don’t_. Until now it was not necessary."

The Scout seemed to consider, with his brows drawing close and his lower lip sucked under his prominent teeth. He shifted to sit cross-legged.

"But yer such a control freak, I’d’a thought you’d’a wanned to, like, y’know. _Master_ this thing. Or whatever."

The Spy leaned on his hand. “You think I should gad about town, looking like this?”

"Well, okay, maybe not _that,_ but you could at least get ‘em to behave a little. Say, if you shoot yourself, do you respawn all squiddy, or…?"

"Respawn is too public."

"Well, I could run over there and check it for ya."

"Suppose I respawn looking like this. How am I to leave the respawn room?"

"Ah. Well. Hm. Ack-chelly, while we’re on the subject, how come you dragged me out here, in the first place? Can’t be just because I been buggin’ ya to show me. You’d never do somethin’ just because somebody axed ya to. What’s in it fer you?"

The Spy didn’t see the connection, but he sighed out a plume of smoke and said, “You can watch to make sure no other unfortunate souls stumble upon my… malady.” That same tentacle was investigating the Scout’s shoe, and the Spy felt it differently than he would with his hands.

The texture, the give, each loop of his laces, rendered as separate sensations as if unconnected to the whole. It was dizzying, and distracting. The rocks and moss were uniform enough that he could almost ignore all of the sensory input, but he could feel what he knew to be stitching in the leather on the side of the Scout’s cleat, the little ridge between pieces of the shoe, but it was a lone tactile experience amid a sea of other singular tactile experiences and he was floating above them and he suddenly wanted to vomit from the vertigo.

He curled his tentacles into himself, wrapped his human arms around his shoulders, and tried to hold onto a world from which he seemed to be drifting away. Then, the Scout was there, touching his arm, and it was as ordinary a feeling as he could ever name.

"So it still hurts, then?" the Scout asked, without letting go.

The Spy didn’t answer. He breathed deeply, and slowly, and his many boneless limbs stretched tentatively over the rocks again.

The Scout tried again. “What was all that about, man?”

The cigarette had burned to the filter without his noticing it, so he crushed it against the cave wall and extracted another. His hands went effortlessly through the familiar motions of drawing his lighter from his left interior pocket, flicking it open, snapping it shut, and secreting it away again, as they had done thousands of times before. He even took the care to blow his fragrant smoke away from the Scout before he answered.

"If I ever thought about the way something _feels_ beneath one of _these_ —" he outlined his situation with smoke, "—it has been a very long time."

"…How long are we talkin’, here? You couldn’t’a been born like this, cuz if you was, you’d’a got a better handle on this thing than you do."

The Spy looked long at his team mate, but the Scout only shrugged, so he said, “Ten years, give or take,” and blew a smoke ring at the ceiling.

"Damn, Spook." The runner looked down, and a crease appeared in his brow. The Spy thought the Scout’s pity was a little delayed. Then the younger man looked up again, and crossed his arms in front of himself. "What the hell you been doing all this time that you ain’t got any idea how to _be_ like this?" he asked incredulously.

The Spy’s lips turned down and his chromatophores flickered.

"Don’t get all defensive and pissy, I’m serious!" the Scout insisted.

"Are you even the same man who masturbates to the thought of me?" His glare was sharp, and a smoke ring broke against the Scout’s face.

"Aw, _jeeze,_ " the Scout replied, pulling his hat over his face, and the Spy smirked to himself.

"And how long has _that_ been going on, hm?"

"Aw, can it, Spook."

"Were you already touching yourself to my image _before_ I took those photos of your mother, or is this a more recent development?"

"Shit, man, can’t you just leave it alone?" The Scout’s ears were flushed, and he turned away slightly, his shoulders curled inward.

"Mais non!" The Spy knew he was being petty, but he just couldn’t stomach the _Scout_ of all people needling him in this time of vulnerability. "Pray, which of my stellar qualities first attracted you?"

"Oh yeah, laugh it up. Y’know this ain’t about me. It’s about you. So let’s just concentr—aAH _jayzus fuck!_ " He jumped back from the tentacle that had poked its way up under his pants leg and had pinched the back of his knee with its tiny suckers. The Spy only shrugged.

Crouching, the Scout reached out one cautious hand. This time, the Spy allowed his inquisitive limb to wrap around the runner’s fingers. He could feel the roughness of the Scout’s calluses, each valley between his digits, the frayed edge of his athletic tape, each, individually, unrelated, like stars in the night sky. He tried not to focus on them.

"Hey, quit pinching so much," the Scout griped, and the Spy made a conscious effort to cease the muscle contractions in the three thousand or so individual suckers that gripped every surface. He slipped down the rock a bit and the Scout caught him with his other hand.

"There ya go," the runner said. "That’s much better."

He ran his thumb into the valley between the suckers, feeling the rubbery skin along the bottom, and the rather rougher skin along the top. The texture changed under his hand.

"Whatchu doin’ now?" He smoothed his fingers over the little bumps that had appeared in the skin, and then it shifted again, to a texture like plasticized tree bark. "What? Crazy…" The colour went somewhat greyish, and the Scout raised his eyebrows. He brushed his thumb over the top again and smiled at the Spy.

The Spy didn’t know how to respond to that, and nearly pulled his limb away, but then the Scout asked how it felt.

Without his suckers touching, testing, teasing over everything, he could only feel the pressure of the Scout’s hand, and its heat.

"I am not sure," he said. The Scout slipped his hand down the tentacle, and brought it back up again, and it could have been an innocent enough gesture except that the Spy was reminded of the Scout’s hand slipping up and down his own cock in a very similar way, and he swallowed, and grimaced, and the Scout’s hand stilled.

"Does it hurt when I touch it?"

Their eyes met, and the Scout chewed his lip, and the Spy clicked his tongue and looked away.

"No. It doesn’t hurt," he answered blandly.

"So it’s just kinda whatever?"

"It is strange."

"Well, no shit. It’s a freaky tentacle."

The Spy gave him a look, but the Scout just tilted his head, and twirled the slim tip of the curling limb around his finger.

"Actually, I would prefer you didn’t do that," the Spy hissed. His skin felt tight, fit to bursting. He thought it might crack under the strain of the Scout’s uncautious manipulations. It was too hot, and when a drip fell from the ceiling, he relished the momentary coolness.

"What’s a-matter? You look kinda… like yer gonna be sick."

"I need water, Scout." He could feel how wide his eyes were, daring the Scout to challenge him.

"Aw, um, I ain’t got a canteen or nothin’, but uh…"

"My skin needs water. You are in my way."

"Well, _shit!_ " the Scout exclaimed as the Spy pushed him over and moved, less than gracefully, towards the sheet of water before them. Close enough to it, a fine mist fell over him, and he closed his eyes and held himself still, letting the water gather into droplets on his lashes and lips, on his coat in little suspended pearls, falling as an intangible sheet on his aching skin, and soothing him. He felt nourished by the gentle spray.

"You look like yer havin’ a religious experience."

"Shut up, Scout," the Spy mumbled, but there was no force behind it, and it was largely drowned out by the rushing water. He didn’t notice. He was entirely concentrated on the water soaking into his skin, making him feel cool and right again.

He stayed there for a while, and eventually the Scout picked his way over, and laid his hand on the Spy’s shoulder.

"You doin’ okay there, Spook?" His voice echoed in the little cavern.

The Spy’s only reply was a soft, sustained noise in the back of his throat, and the Scout was just close enough to catch it.

"Aw, hell…!" the Scout choked out, cringing at the Spy’s answering derisive snort. "Shit, I _know, I know_ , okay? _Jeez!_ "

The Spy continued to smirk at him. The Scout spat out a vehement “Oh, well fuck you, ya fuckin’ prick!” and slashed his hand through the waterfall to splash the Spy in the face.

Despite the cold water soaking into the Spy’s wool suit, despite the spots blooming on his silk tie, the Spy’s smile did not waver. If anything he leaned even closer to the cascade. The points of his grin softened. His eyes fell nearly closed. The Scout gaped. He’d never seen a look like that on a Spy’s face. It was honestly bizarre.

"Jesus, Spook. You gotta stop lookin’ so good, or else… I dunno. I’ll slap yer damn good-lookin’ mouth."

Slowly, the Spy slid his eyes over to regard the Scout with some small note of contempt. The arch of his brow and the purse of his lips were eloquent enough, even if his pupils were dilated and his movements were sluggish. He licked water from his lips and the Scout mirrored the action.

"Well, fuck, Spook. Tell me now, before I do something stupid," the runner pleaded, never breaking the other’s gaze. "Do I got a chance, or don’t I?"

"I suppose," the Spy breathed, "that depends on what you want from me."

The Scout tsked and looked to the side.

"Shit, whaddya think? I want— well. I want a lotta things from you." His voice dropped a register. "Part of me… I bet you can guess. Since you know about uh. The tie. An’ that. But, like, another part of me just wants to touch an’ feel all these crazy tentacles before they’re gone again. I mean, wouldn’t you be curious? An’, I wanna, like, look at whatchu got goin’ on, with, like, all’a them. Underneath, y’know. But that just makes me think of liftin’ up yer skirts or some shit, and then I’m right back to, ah. Y’know. The first thing. Look, y’ever done it with a guy before?"

"I have," the Spy admitted, albeit ambivalently.

"Uh-huh, okay. An’ how’d you like it?"

"It was for a job, I wasn’t there to enjoy it."

"Huh." The Scout seemed to mull over this information. "Do ya think you _could_ enjoy it, or no, no way, no how?"

"Like _this?_ " He gestured to the curling limbs sweeping gracefully along the misty rock.

"Well. Yeah. I mean. Why not? Does it feel good when they’re touched?"

"What do you _mean_ , ‘why not’?! You act as if this is _normal!_ " The Spy’s skin flickered again with lights and colours, and the Scout thought the man might be slurring a little. Hissing, kinda.

"Ten years you’ve had this thing happen to you. Sounds like it _is_ normal, for you."

"It most certainly is not."

"Well, I don’t think it’s so bad. Prob’ly not even the weirdest thing I’ve ever seen."

The Spy gave him a look of long-suffering.

"You are a man of very strange tastes, Scout," he said.

"What? No I ain’t. I like all the usual stuff, too, y’know."

"This is but a minor aberration?"

"I… Sure. Yeah, that. Whatever. Spook, seriously, I swear, you are so goddamn _determined_ to avoid giving a straight answer, and I don’t even know what to make of it. Can’t you just say yes or no?" He flailed a bit as he gained steam. "I mean, _fuck_ , I told you what I want, can’t you tell me what _you_ want?"

Turning back towards the sheet of water, the Spy seemed to consider. He was tired of trying to hold his body upright. It was so much effort, and he just wanted to slide into a pool, maybe a lake, and float. Drift. Pull himself easily along the murky bottom, or move with graceful propulsion. He wanted to lie down. He knew the Scout would not leave him be; that is precisely why he brought him along.

Well, he thought it was just as likely the runner would continually pester him on this point, as well, until he conceded. Might as well head it off at the pass, he reasoned.

Thus decided, he steeled himself again and turned his attention back to the Scout. He was prepared to give a list of terms and conditions, but the Scout had such an odd look on his face, it made the Spy hesitate.

The runner was biting his lip and wringing his shirt in his hands. His shoulders were drawn tight, pulled up close to his ears. His brows were furrowed and his eyes were wide, and he rocked back and forth on his feet.

He was the picture of nervous anticipation, until he realized the way the Spy was looking at him, perhaps scrutinizing him, and he stopped, snapped to attention like a schoolboy, with his hands behind his back. His nose twitched, and a drop of water fell from the tip. He licked water from his lips and blinked it out of his eyes. His hair, already, was damp, and beads of water hung from the fine hairs at the nape of his neck.

"Do you want to know something, Scout?" the Spy intoned hoarsely.

"What’s that?"

"It was actually somewhat impressive that you managed to find me all of those times."

"Well, I mean. Yeah. That’s me. Pretty, uh… Impressive." He seemed distracted from his own boasting, and he wasn’t looking at the Spy as he did it. He was looking instead at the floor.

Following his gaze, the Spy realized the Scout was watching one of his limbs bend and contract in a puddle.

"Can I at least have a kiss? Is that too much to ask for?" The Scout moved into the Spy’s personal space again. "Even, y’know, just a little one?"

The Spy stared at the water.

When the Scout realized he was falling he almost shouted, but the Spy caught him, and besides, his mouth was busy with kissing the Spy.

It was that same trick as before; one of the tentacles curled around his ankle and pulled, causing his feet to go out from under him, only instead of landing hard against the rock and bruising his tailbone, the Spy wrapped arms around him and pulled him in. The Scout let his arms wind around the Spy, fingers playing at the cloth at the nape of the man’s neck and brushing the hem of his suit jacket. Would it be too bold to touch the base of the tentacles, there, where the Spy’s ass would have been?

Maybe, but the Scout went for it anyway.

The Spy was struck by how odd it was: he knew what it felt like when a person touched his ass, and this was similar, but altogether different. The nerves were different, he presumed, in different places, with different shapes. The texture of his skin was different, too, and when Scout’s rough fingers began groping around, he was aware of his anatomy in a way he hadn’t previously considered. He couldn’t decide if he liked it or not.

Then, the Scout was kissing the corner of his mouth, his jaw over the mask, nosing into his throat.

"How ‘bout we getchu outta these, huh?" he mumbled into the Spy’s collar, tugging on the tails of his shirt.

The Spy considered.

"If that is what you want," he said.

"For fuck’s sake, Spook, you know I do."

He had to shoo the Scout away from trying to ‘help’, but eventually, the Spy’s coat came off, was folded, and laid off to the side in the most dry-looking place the Spy could reach. He unbuttoned his cuffs, and then his collar, slipping his tie loose and unknotting it carefully. It joined the jacket, placed there by the curling end of a tentacle.

The Scout watched, fidgeting, as the Spy started on the button at his throat, and moved progressively downward, button by button, making the Scout lean to try and catch a glimpse of flesh in the shadow of the cloth.

When the shirt fell open, the Scout gaped. He’d never even seen this much of the Spy, with the man’s habit of showering alone. He pushed the Spy’s shoulder to turn him toward the light, and then took in the lines of the Spy’s body, the scars running across it. The Spy shucked the shirt entirely, and the Scout’s eyebrows shot up.

"I didn’t know you had a tattoo!" he exclaimed, pointing at the blue-black design over the Spy’s heart. "Boy, that’s an ugly face. And what’re those symbols?"

"It is a mask, representing the ghost of a drowned sailor. The symbol on the forehead means ‘death’. The symbol in the maple leaf is… Not important. This," he gestured demonstratively at the tattoo, "was the _other_ souvenier I took with me from Japan."

"What was the first one?" The Scout was already trailing his fingers over the inked lines, etched into the Spy’s flesh. His nails scratched over the circular insignia of that ill-fated yakuza syndicate.

The Spy waved a tentacle as deftly as he could, and got the Scout’s attention.

" _This_ was the first one."

"What wa— Oh. Oh! I get it. Okay. Why’d ya get somethin’ like this ugly mask, stead’a, say, a topless hula girl or whatever? All’a guys I know that have tattoos, they were in the navy, right, an’ they’ve got cool lookin’ ones. Anchors an’ birds an’ junk. Lotta topless girls."

"This is not quite the same."

"I can see that."

"You know the RED Spy has one of your mother on his bicep? He covers it up, but it’s true."

"Aw, put a lid on it."

The Scout hid his face in the Spy’s exposed skin, sulking. His furrowed brows were somewhat betrayed by his arms sneaking around the Spy’s middle again.

"So I guess yer kinda naked now, huh? Except the mask an’ gloves, but somethin’ tells me I’m not gettin’ those off, right?"

"You are correct," the Spy replied, hands laced at the Scout’s lower back.

"Well, uh. Should I be naked, too?"

The Spy gave him a flat look.

"Okay then… Um." With frequent glances at the Spy, he set about pulling off his shirt, unbuttoning his pants, and toeing out of his shoes. He seemed ill-at-ease in doing so, and tried to push his socks off with his shoes still on his feet. When he stood there in just his jockstrap, casting his eyes about and fidgeting, the Spy had to wonder what had gotten into the bold, swaggering Scout.

"You uh. Gettin’ an eyeful over there? Decided y’wanna do this, or… Or what?"

The Spy clicked his tongue in irritation.

"I wish you wouldn’t put so fine a point on it," he said, but a few of his tentacles had raised themselves up into the air, and were slipping cautiously under the Scout’s elastic waistband. It wasn’t easy going, tight as the band was, and the Spy grew frustrated, and soon his gloved hands were instead curling into the material while the Scout gawped.

It wouldn’t do to simply shove the undergarment down, the Spy thought. Too urgent. But, the bands encircling the Scout’s thighs did frame his rear rather enticingly. Perhaps if he were to just…

The Scout jumped when the tiniest suckers of one tentacle gripped his ass, the end of it just barely cupping the left cheek. He tried not to show it, the Spy could tell, but the Scout’s toes dug into the slick moss as he steeled himself for more pinches from the grasping limbs. The Spy smoothed over the Scout’s muscular ass with his hands, while another tentacle slipped up under the right leg band.

"Can uh, can you—"

"What is it, ‘quit pinching’, again?" The Spy didn’t know how well he could actually hold himself upright without his suckers contracting.

"No, uh. Well. Can you go a little harder? I can’t really feel whatcher doin’. It’s kinda ticklin’ me. Maybe if you, y’know, hold… a little tighter?"

With furrowed brows, the Spy experimentally tightened his grip. Both his hands, and his tentacles (three of them now), wrapped more snugly around the Scout’s body, his hands kneading the Scout’s ass, one tentacle joining them, another wrapped around his thigh, and the third winding around his calf. The Scout’s eyes fluttered closed, and the Spy wondered how many tentacles he could use on the Scout and remain upright.

He solved the problem by lowering them both to the spongy moss that carpeted much of the cave floor.

"SHIT that’s cold!" the Scout yelped, his body arching like a bow to keep his back off of the wet ground. This suited the Spy just fine as it gave his many arms space to worm underneath the runner’s body, and to wrap around it.

Hesitantly, the Scout relaxed, his back shielded from the ground by a latticework of inter-lacing tentacles. Mud squished under his shoulders and soaked into his hair as he settled onto the ground, his feet already well-speckled with dirt and mossy loam.

"These things’re a lot warmer than I’d’a thought," the Scout commented. "Ya think yer warm-blooded or cold-blooded?"

The Spy ignored the question and leaned into the runner’s personal space. The Scout sucked in a gasp when their chests pressed together, and the Spy began to move, letting their skin slide, and the dip of his abdomen, where it sloped into the dark blue of the tentacles, rubbed against the straining cotton jock. Clawing at the moss and algae, the Scout fairly spasmed under him, a string of curses rising up out of him like steam from a kettle. And this was nice, for a time, to rasp his nipples against the Scout’s tight body and to feel the runner’s cock, trapped and twitching between them.

But then, his skin began to burn, and ache, and felt too large for his body, again, and he made to pull away.

"Whoa, whoa, whoa! Where d’ya think YOU’RE goin’?" the Scout protested, wrapping arms and legs around the Spy’s body even as his many legs disengaged.

"We’ve been over this before, Scout," the Spy answered calmly. "My skin needs water. Simply allow me to reacquaint with the waterfall, hm?"

"So what, yer just gonna interrupt every ten minutes to soak yer head?"

The Spy paused. Perhaps this was somewhat untenable. The Scout lay, fully surrendered to the mud and the damp, with his ass planted in a chunk of moss and his shoulders supported by his crooked elbows. He wore a mistrustful expression, as though he anticipated the Spy would back out, as though he expected the whole thing was a massive joke at his expense. The Spy scoffed.

"What would you have me do? I don’t suppose you are hiding a garden hose in that charming little undergarment of yours."

A wry grin lit across the Scout’s face and he said, “ _Well,_ maybe not _that_ long, but—” before the Spy cut him off.

"Scout. Please."

"Well, _shit,_ Spook. I dunno. Short of fuckin’ in the river, I got no suggestions for ya. It’s gon’ be cold, too. Doin’ that."

Watching the water cascading before him, the Spy considered. The Scout moved behind him, probably wiping mud off of his skin, as he wondered what lengths he’d go to for this little tryst. Then, the runner was there, in his periphery, approaching the waterfall. He would think the Scout was washing the dirt and grime from his hands, except that he was carrying a familiar blue suit jacket, and, with one deliberate push, soaking it under the spray.

The Spy fairly tripped over himself to get to the Scout, hissing.

" _What are you doing, Sssscout?!_ "

The Scout, damn him, only shrugged. Snarling, photophores glittering, the Spy clawed his way over to the runner and gripped him by the shoulders.

" _Thissss iss how you pout when thingsss do not turn out the way you want?! Becaussse I am not immediately fucking you, you mussst dessstroy my persssonal effectsss?!_ " He shook his younger team mate for emphasis, but the Scout fought back, and smacked him in the face with his own wet coat. The Spy bristled, even as the Scout tried to shove the jacket into his gloved hands.

"Put on the damn coat," the Scout urged.

"It iss sssopping wet!"

"That’s kinda the point," the runner deadpanned. "You need water on yer various parts. This coat is wool so it’ll retain water like a pregnant hippopotamus. You wear the coat, an’ stay comf’tably drippy. Ya drip." Again, he tried to force the Spy to accept the wadded mess. The Spy felt his lip twitch.

"What of my disguise kit? It isn’t waterproof, you know." Consciously relaxing, the Spy had better control over his voice. He would prefer not to slur as he tended to, in this state.

The Scout aimed a thumb into the corner where the Spy had placed his shirt and tie. “As if ya don’t have other ones, it’s over there. Your coat was fuckin’ heavy, so I emptied the pockets. You act like I ain’t been doin’ my own laundry since I was six.”

Reaching into all the interior pockets, the Spy noted that indeed, the Scout had fairly cleaned him out. He could see a haphazard pile of his belongings, jumbled together on his folded shirt. He didn’t like thinking that the Scout had been through all of his things, but he supposed it couldn’t be helped.

"You carry a lot of shit, man," the Scout went on. "Plus all them layers. It’s a wonder you don’t keel over. I guess that’s one point for ‘cold-blooded’, huh?"

"I do what I must," the Spy deflected.

"Okay, whatever. Why dontcha relax, an’ have a little fun, huh?" The runner stepped into his team mate’s personal space, smoothing the sodden fabric over the Spy’s shoulders. "I mean, I think we had a pretty good thing goin’, an’ uh, I’m pretty keen to keep it up, ya dig?"

The Spy cursed under his breath, but again lifted a few tentacles to gingerly grasp the Scout’s legs and back. The Scout was having none of it, and immediately flung his arms around the masked man, slipping his hands in between coat and skin, fingers skidding wet up the Spy’s back. Insistent, he pulled until the Spy bent to him, sought his lips and kissed hard, demanding, sucking the Spy’s lower lip into his mouth and rasping it with his prominent teeth. One hand slid up the Spy’s chest, over the tattoo, past the damp material of the mask, to land at the base of the man’s skull, pushing him nearer, deepening their kiss. He tasted like chewing gum, on the Spy’s tongue, and perhaps a little bit like blood.

When they broke apart, it was with an audible smack, and the Spy tried not to wince. The Scout didn’t seem to care. He was too busy sucking a quickly-forming bruise into the Spy’s collar bone. Despite himself, the masked man wrapped more tightly around the runner, fingers carding into his short hair and pushing the Scout along. With a quick glance upward, the Scout followed the Spy’s lead, worrying the nerve-rich skin between his teeth, bringing blood to the surface and making the Spy ache.

No one would see, the Spy reasoned. If his shoulders and chest were dotted with a dozen bites and hickeys, nobody would be any the wiser, thanks to his suit. He’d have to be a little more careful with the Scout; his shirt revealed more skin, and he had a greater propensity for shirtlessness than anyone else the Spy knew. Secrecy, after all, was his default setting. He suppressed moans as the Scout moved across his clavicle and down his chest, sounds escaping him only as quiet grunts between his teeth.

The Scout’s hands, too, were everywhere, roaming the Spy’s back, squeezing the swell of his tentacles, touching the slippery, barely-there webbing between them, and the Spy’s breath caught in his throat.

Nobody had ever touched him in this way, when he was like this. He felt his team mate’s fingers reach up underneath the webbing, and it felt inexplicably indecent. Calluses brushed his sensitive suckers, and he shivered, feeling them acutely, knowing completely their texture, shape, flavour, everything. It was enough to make him dizzy.

"Feels like your suckers are kissin’ my fingers," the Scout muttered into the Spy’s ear. "I tell ya, I am just _dyin’_ to know what that feels like… _other places_ , if you know what I mean."

The Scout’s seduction technique left something to be desired, but the Spy began moving them towards the back wall anyway. He wanted to be closer to the light. He wanted to see what he was doing. When the backs of the runner’s knees hit the rock, he stumbled, and slipped on mossy undergrowth, and banged his elbow before the Spy caught him in a stranglehold of tentacles that wrapped around him from all directions.

"I’m beginning t’ think I maybe oughta wear my cleats," the Scout groused, rubbing his arm.

"Don’t be so gauche," the Spy replied evenly. He deposited his team mate on a wide slab, and the Scout shifted until his head was pillowed in a patch of moss. Mud clung to his ears. It matted his hair and stained his fingers. There were dirty smudges on his cheeks, and in places where he’d touched or scratched himself. The Spy imaginged that he, too, was similarly besmirched.

Arms outstretched, the Scout beckoned to him. He leaned in, and the Spy felt those large teeth nibbling his tattooed skin. The Scout’s hot tongue laved over lines he pretended he could feel. It had been years since the tattoo had healed, but in his nightmares it was a stone weight that crushed his lungs and suffocated him.

Regardless, the Scout seemed to like it.

Even as he tried to stifle his noises, the Spy realized the Scout was moaning enough for the both of them. The runner’s voice vibrated into his skin, echoed in the cave whenever he pulled his mouth away. The Scout arched away from the rock, sliding his body against the Spy’s, and his skin was so hot, by comparison.

"Help me get my jock off," the runner mumbled, lips skidding on the Spy’s pectoral. "Or I might fall off this rock, here." His heels skidded as he tried to work the elastic down, himself. The Spy slid tentacles in under the bands, alongside the Scout’s fingers. With the masked man’s support, the Scout maintained his balance, and his last scrap of clothing fell to the cave floor.

"C’mere," the runner demanded, once he was totally naked. "It’s fuckin’ cold without you on top’a me."

"How could I ever resist an invitation like _that?_ " the Spy drawled, lowering himself over the Scout.

"I know, right?!" Oblivious as usual (or perhaps not as usual as the Spy initially thought) the Scout wrapped all his limbs around the Spy and held him close. "Maybe _I_ oughta been the octopus, huh?" he teased, squeezing his team mate closer.

"Ah, so you could have more limbs to stick in cookie jars and make rude gestures? I shudder to think." But the Spy, too, wound closer, his many arms enveloping the Scout in their coiling embrace. The Scout’s cock was hot and insistent against his lower belly, and, experimentally, he allowed a tentacle to explore it.

The reaction was immediate. The Scout clawed into the Spy’s damp suit jacket and cursed, hips snapping up with erratic force. He wailed when the Spy pulled his limb away, causing the masked man to give his team mate a flat look.

"I am not particularly keen on being found like this, you know," he warned.

"Don’t get your tentacles in a twist. We’re far as fuck away from base, an’ it ain’t like anyone could hear _shit_ over that waterfall, anyhow. Just go back to doin’ what you were doin’. I was all about that."

The smile the Scout gave him was wide and genuine and not just a little pleading. Again, he sent his tentacles questing southward, and again the Scout reacted as if struck by lightning. He thrust his hips up into the slippery limbs, seeking friction and moaning.

"Oh. My god. Spook. All them little suckers all over my dick? Fuckin’ amazin’, holy shit. Fuckin’… Put one at the tip, I wanna feel what that’s like." The Scout’s eyes were glazed and unfocused. He stared blearily at the dripping ceiling, panting openly and licking his lips.

With great care, the Spy attempted the control necessary to curl one of his tentacles around the head of the Scout’s cock. The limbs grew very thin at the ends, with tiny, almost imperceptible suckers. If he concentrated, he could slide that thin tip into the Scout’s slit and tease at the hole…

"Fuckin’ JAYZUS muffsuckin’ CHRIST!" the Scout exclaimed, practically vibrating in the Spy’s hold. "I don’t, I— SHIT! Spy! Fuck! That’s so good, that’s so fuckin’ good!"

And the Spy looked down, and watched his tentacles wind around the Scout’s cock, shades of blue against shades of pink, and he could feel every ridge, every twitch, every change in texture. In a strange way he could almost taste it, at the back of his throat, as if he’d already been sucking it, and the taste lingered on his tongue. Running his suckers into the slit at the tip brought the sharp flavour of the Scout’s precum. The Spy bit his lip and took in the runner’s bright flush, visible even in the low light, his curling toes and flexing fingers. He ached for more.

"Spook, goddamn, you… You gonna make me cum like this? That whatchu want? Y’wanna watch me spill over yer suckers, fuckin’, shit, keep that up imma fuckin’ empty my balls into yer fuckin’ octopus fist, I swear. Just. Blow my load so hard…" He dissolved into wordless groans, hips spasming. "Wanna make you cum, too. Y’wanna fuck me? Would you like that? Y’wanna put some’a them fuckin’… some’a them fuckin’ tentacles in me? Would that feel good? Because I would so, _so_ be into that."

The Spy eased off, causing the Scout to whine and curse and smack wrapped palms against the Spy’s back. Ignoring this, the Spy lowered his head, and waited for the Scout to meet his eyes. When the runner’s body slowed its motion, and his expression softened, he looked over the Spy’s face, and appeared stuck under the intensity of the Spy’s gaze.

"I could try it," the Spy said, quietly, steely and unblinking, and the Scout swallowed and nodded.

"Okay," the Scout replied.

Slowly, the Spy reached into an inner coat pocket, only to remember that the Scout had emptied his jacket of all belongings. It only underlined the fact that he had shamefully prepared for this, that he had to reach with one of his many foreign limbs to grab a small, featureless bottle. A quantity of somewhat viscous, amber-coloured fluid shifted around inside, and the Scout’s face changed with dawning comprehension. His eyes widened, his jaw dropped, and then he grinned, and shoved the Spy’s shoulder.

"See, I _knew_ you wanted me," he teased.

"Do not think so much of it," the Spy admonished, but, with a considering look at the Scout, he pulled off his left glove, anyway. The runner watched him tuck it crisply into a pocket, before spreading his legs wider and holding them open for the Spy.

The Spy held his breath. He’d never felt arousal when his body was like this, before, and it threw him. His rerouted nervous system tingled with electric jolts, and where he was accustomed to heat settling low in his gut and spiking, lower, he instead felt it spreading, crackling along his many limbs and sensitizing his suckers even more. It was a heady rush, and he had to fight to keep a clear mind, but it was difficult with the Scout offering himself up like that, unashamed and so clearly wanting. The runner breathed heavy, lips parted, flushed out to his ears and down to his nipples. His bandaged hands gripped his thighs insistently, fingers twitching with inaction, waiting.

When the Spy pulled the stopper out of the bottle, the Scout’s hips bucked up. He bit his lips and pleaded with his eyes, watching the Spy warm the oil between his naked fingers.

"Shit, Spy. I ain’t never seen yer hands!" The Spy shrugged minutely. There was no reason why the Scout should have seen his hands, before this. He was a private man, by necessity as much as by nature. "Your fingers are so damn pale! An’ they’re so long, an’ thin, you got, like, gaps between where your knuckles touch. Bet they’re gonna feel so fuckin’ good, goin’ in. I imagined it so many times, you don’t even know. C’mon an’ show me whatchu got." He rolled his hips again and the Spy danced fingers along the underside of the Scout’s cock, making him moan and arch. "Or just do that. That is also good." His voice was strained, but he laughed all the same, pushing himself into the Spy’s bare hand.

"I don’t think that’s what you really want, Scout," the Spy intoned, brushing just two fingers along the edge of the Scout’s foreskin.

"Oh, fuck yes! Talk to me, keep fuckin’ talkin’ to me!" His fingers clawed his skin as his flexible body bowed to meet the Spy’s.

"Talk to you? About what?" his thumb slipped under the head and made the Scout suck in a breath. "About all the filthy things you’ve imagined me doing to you?"

"Oh shit, yes!" the Scout let his eyes fall shut, and the Spy allowed himself a small smirk.

"Tell me, what is it about this form, particularly, that so entices you?" he thought this might be a way to tease the Scout, and give him the dirty talk he wanted, but also he was genuinely curious. Ten years he’d suffered this transformation as a punishment, and this all-American hometown boy got hard thinking about it.

He was a Spy, after all. He had to know.

"Christ! All them arms, all over me, touchin’ me everywhere at once, movin’ inside a’ me… Feel like you could really, uh, put up a fight. With all’a them. Wasn’t until you strangulated me with ‘em I got all. Y’know. About ‘em. Uh." He blinked and tried to focus on the Spy’s face. “‘Course, I don’t think I’d feel that way, if it wasn’t you."

"Is that so?" the Spy mused. He moved up the rock and wound more arms around the Scout’s body, ends curling against the runner’s skin.

"Aw, Jesus Mary and Joseph!" the Scout swore, rocking in the Spy’s hold. "Please, Spy, please. What do I gotta do to get you t’fuck me? I’d offer t’suck yer dick but you ah…" he trailed off, hips lifting to meet the Spy’s hand, and the slick slide of his tentacles as they moved. "You ain’t got one, at the moment."

"I may take a rain check on that," the Spy hissed, and with that he pressed one slippery finger against the Scout’s hole, rubbing in concentric circles with the pad. The runner shivered and twisted and tried to bear down on it.

"Put it in me Spy! Christ I want it so bad I think I might die! You gotta, you—!" He rattled a heavy breath through his teeth while the Spy continued to tease him, grinning in spite of himself at the Scout’s insistent efforts.

"I _what,_ Scout? What are you trying to say?" His tone was syrupy and sinister, and the Scout keened and pulled up moss and mud with straining fingers.

"Fuck you, I’m sayin’ if you don’t put somethin’ inside me right this second im’ma kick you right in the head!" He struggled and moaned, and grunted against the Spy’s hold. The Spy didn’t think the Scout could actually break free from his sinuous limbs, didn’t think the runner could physically get enough leverage to kick him, but he leaned in all the same.

"Hold on tight," he whispered, hot into the Scout’s ear, and then he was pushing in.

He’d seen how quickly and easily the Scout took three fingers when he pleasured himself, but he assumed it was different when it was somebody else. Indeed, the runner’s back stiffened and he bit down on his lower lip, a low groan escaping even as he screwed his eyes shut. The Spy paused, waiting for the tension to leave the Scout’s body, but the runner shook his head and spurred the Spy on with a demonstrative gesture.

"Use more lube," was all he said.

The Spy didn’t want to withdraw, so he reached into his pocket and tipped some of the oil directly onto his hand where it met the Scout’s body. The runner grunted at the cold, but still, murmured a definitive, “Keep goin’.”

He nodded the Spy through two fingers, and when the Spy hit angles that worked, the Scout would cry out, shift toward him, and moan epithets and oaths.

"Fuck yes, right there, goddamn. Can’t wait to feel what _that’s_ like when it’s not just yer fingers," he commented. "Those arms’a yours are so fuckin’ flexible, an’ there’s so fuckin’ many of ‘em, and you can fuckin’ change how they feel an’ shit… Fuckin’, how many fingers you got in me, Spook?"

"This is two," the Spy replied, sliding his fingers in and out evenly, crooking them to drag his figertips along the Scout’s sensitized interior.

"Gimme three. Then, uh… Then we’ll see how I feel. Gimme three though. C’mon, one more, let’s do it."

Drawing his fingers nearly all the way out, the Spy dripped more oil onto his hand before he complied. The third finger slipped in alongside the other two, and the Scout threw his head back with a deep, satisfied groan.

"Shit, yeah. That fuckin’ _hurts_ but it’s so fuckin’ good. So fuckin’ good. Yeah, just… Just keep doin’ that for a li’l bit— Mmm, yeah. Fuck, yeah, Spook!" And the Scout left muddy handprints on his own thighs as he gripped them to hold his legs wider for the Spy. Slowly, the Spy leaned forward, and pressed kisses under the dirty smudges, all along the Scout’s inner thigh. The runner twitched and laughed and looked down the line of his own body at the Spy, smiling and asking what the masked man was doing.

The Spy flicked his eyes up at the Scout, and then delivered a sharp bite that made the runner shout. A second bite, and the Scout’s thighs shook. The third was just barely there, a mere scrape of teeth, and the Spy felt bandaged fingers pawing uselessly at his head. He drew back just enough for the Scout to meet his eye.

"C’mon an’ do it," the Scout rasped, pupils dilated and glassy in the low light.

Now that he’d started, the Spy couldn’t stop kissing, licking, biting the Scout’s skin. He moved up the Scout’s body, fingers thrusting shallowly in and out, teeth leaving a trail of ruddy marks from thigh to hip to flank to chest. Laving over the Scout’s nipples had him bucking and yelping, and a few nibbles along his long, slender neck made him twist and moan.

"Yes, Spook! Fuck! I’m so fuckin’ hard I feel like I’m gonna melt! I wanna, I wanna feel more, please please please, oh god!" His arms thrashed against the Spy’s hold. "I don’t wanna cum until yer, y’know—!"

"I’ve barely touched your cock and already you are so close?" He pushed his fingers deeper, spreading them and testing the way the Scout’s body stretched for him.

"Goddamn it sounds fuckin’ _dirty_ when you say ‘cock’…" the Scout replied, pushing his hips up to grind against the Spy’s lower abdomen. "If yer insinuatin’ yer gonna touch it more, I would SO not complain."

"You should be so lucky. Perhaps I should merely tease you until you are driven utterly insane. After everything you put me through, it may well be my right." His teeth found the Scout’s left nipple and the runner dissolved into unintelligible grunts and half-formed words. "I’m trained in a great many forms of torture, but this is not one I’ve had a chance to experiment with to any extreme… Keeping you on the brink of orgasm until you can no longer think, until you are putty in my hands… I am sorely tempted."

"Spook, I mean, Spy, I mean… Christ, don’t say that! C’mon man, what can I say that’ll make you fuck me?"

"Come now, Scout," the Spy chided, to a grumbled remark as to his choice of words, "It never killed anybody to wait. In fact, it might do you some good."

"Fuck you, you ain’t my dad!"

"I am not. But you wouldn’t know if I was would you? My intelligence indicates you never met your father—"

"Can we not talk about that right now? That ain’t somethin’ you bring up when you got fingers in a guy’s ass." The Scout clenched around his fingers to illustrate. "C’mon, let’s get to it. Can I make you feel good too? Please?"

"How do you intend to do that, hm?"

"C’mere an’ I’ll tell ya. Lemme whisper in yer ear."

The Scout’s smirk did not bode well, but the Spy leaned forward anyway, staying on his guard. As soon as he got close enough, the Scout nuzzled into his neck, and when he tried to pull away, the insufferable brat bit into his balaclava and refused to let go, despite the Spy’s complaints as to the integrity of the material. Only when he relaxed toward the Scout, deciding it wasn’t worth the fight, did the runner let go of the cloth. Instead, he pushed it up out of the way with his nose and latched his mouth onto the muscles of the Spy’s neck, overlarge teeth scraping the sensitive skin.

The mask shielded the Spy’s neck from the sun and the wind and the biting sand. It kept even the collar of his shirt from rubbing against it directly. If his skin there was sensitive before, he thought it might be even more so, now after so many years of shielding. The Scout’s chapped lips against his bare flesh made him shiver and quake, and he felt so much more exposed, with just that bit of his mask pushed up than he did with the rest of his body naked to the open air. He bit his lip and craned his head up, letting the Scout move more freely. He felt the runner moaning into his skin, and realized he’d stopped thrusting his fingers but had instead been rubbing his fingertips around and around inside the Scout, drawing mindless patterns that had the Scout’s body practically jumping.

He felt the Scout’s tongue lashing hot against his skin, pushing the mask still further up his neck. When the Scout’s prominent incisors dug in, he sucked in a breath and choked back a groan.

"Yeah, man, I knew it," the Scout boasted, his lips never leaving the Spy’s neck, "I knew you prob’ly had an interestin’ fetish or two."

"Ngh, what…?" It was difficult for the Spy to concentrate with the Scout’s teeth grazing his flesh, closing against it, sharp pain followed by the Scout’s tongue. It had been a long time, a very long time, since he’d allowed anyone to get under the mask, not only to protect his identity, but because he knew how his neck betrayed him. And the Scout was nothing if not enthusiastic, biting, scraping, licking, sucking, and he knew his skin would be a mess of bruises, but it was too good— his nerves were alight with unfamiliar sensations. He felt it in the suckers, tensing against the Scout’s limbs. He felt it in sensory receptors that lined his many arms like circuitry. The ordinary, human sensation of skin against mammalian skin, the Scout’s body hair and his, their sweat, pliant lips sucking up deep, aching marks all combined with the heady near-taste experience through all of his suckers, the friction that refused to blend into a unified sensation. He felt all of it so acutely, and the tightness of the Scout’s muscles around his fingers. He had to pull them away, and take a deep, steadying breath while the Scout protested, before without a word he brought one twisting limb to the Scout’s entrance and sank in.

The Scout gasped, and clutched his thighs, and then the moss, ripping its roots up and squeezing mud through his fingers. His chest rattled with a deep moan, and the Spy answered, louder than he would have liked, and more honest. His eyes fluttered shut. He’d never thought about what it would be like to immerse one of these endlessly sensitive tentacles in tight, clenching heat. He didn’t know how to compare it with conventional fucking— it was so different. He felt it inch by inch, pinpoints of sensation in a whole, and his nerves jittered. Bolts shot down his spine to the ends of his arms and back up again, making the ends of his tentacles curl, and as they did, the Scout shouted and cursed and bucked his hips, begging for more.

"Oh fuck! Goddamn yer stretchin’ me out so good! I can feel it, bunchin’ up inside me an’ I just— oh fuck, fuck, Spook I want you t’fuckin’, just fill me up, c’mon, it’s so good, you’re so good. Never wanna stop. Oh, God—!" He bit his lip and bore down, heels skidding against the wet rock, trying to force the Spy deeper. The Spy lined up a second slick tentacle and pushed that one in alongside the first. They curled around one another, twisting one way and then the other, and the Scout’s breath left him.

The Scout looked incredible, breathless and shining in the dim light, flushed out to his ears and down to his nipples, covered in bites and mud and a few suckermarks, panting harshly and looking at the Spy with such unguarded adoration that the Spy had to stop, and breathe, and force his heart to slow, before drawing out and pushing back in again. With every undulating motion, the Scout cried out, and the Spy felt those foreign muscles rippling, making his limbs change shape.

"Oh— God!" the Scout exclaimed, body tight as a bowstring. His head and neck arched back, his shoulders pitched forward, his abdominal muscles tensed visibly. "I been thinkin’ ‘bout this so long, it’s exactly what I wanted, please, Spy, please, gimme everything you got!"

Slipping a third tentacle into the Scout, the Spy felt the resistance, and without fully knowing how, he fluttered the muscles in those limbs, flaring them out and making the Scout howl. He could feel the Scout stretching around him, could feel the runner’s muscles shivering and contracting against the ridges and suckers along his coiled extremities. The three twined with one another, and the Scout’s arms pulled against the two others still holding him down, and he blinked his eyes open, trying to focus on the Spy as he begged:

"Please, lemme have one of my hands at least, please, I gotta touch my cock, I gotta, I feel so close, please, Spy, I’ll do anything!"

"That won’t be necessary," the Spy murmured, lifting his bare hand from the Scout’s hip to encircle the runner’s aching length, stroking the underside gently with his thumb.

"OOHH GOD! I’m gonna, I’m goin’ fuckin’ crazy!"

But the Spy wouldn’t allow him a substantial touch, no matter how much he twisted and begged. His tentacles surged over the Scout’s body, and suckers found the runner’s nipples, and the Spy could feel them tightening, could feel the Scout’s heart hammering behind them. Before he even really thought about what he was doing, he’d pushed a fourth tentacle into the Scout, and the four limbs wound together in a knot that grew and contracted even as the Spy moved them in and out of the runner’s body. He glanced down and saw how wide the Scout stretched around him, and he could feel it each time a pair of suckers breached the runner’s hole. He wondered what that felt like, the little raised nubs rubbing against his well-used asshole like that. He wondered how much more the Scout could take. Already, he was relying heavily on the largest suckers of his four remaining limbs, cleaving to the rock, and the hand that wasn’t wrapped around the Scout’s cock, to hold himself upright. But if they didn’t have to worry about gravity, how many of these endlessly variable tentacles could the runner accept into his body? Would he enjoy being filled up like that, stretched impossibly wide? The Scout cut into his thoughts with more obscene chatter.

"Fuck fuck fuck that’s so good but it’s so fuckin’ weird and, oh my god, Spook, you look so good right now. I wish you could see yourself. You look, you look like you wanna fuckin’ _eat_ me and I dunno why it turns me on so much!" He licked his lips and swallowed thickly. "Are you gonna come inside me? What’s it like when you come like this?"

"I have never tried," the Spy answered honestly. The uncertainty frightened him, but he did not think he could do anything to stop it, at this point.

"Can’t wait to find out," the Scout gushed, his head falling back again. "Please Spook. Touch me. I’m gonna come so hard, just—" And the Spy tightened his grip and stroked the Scout to the best of his ability while his whole body moved, thrusting arms into the runner’s body, curling, coiling, tentacles rubbing against him and against each other in a concert of multifold sensations. His breath came tight and heavy. He felt close, but did not know what would happen when he went over the edge. Heat raced along each limb, traced each sucker. He felt like curling in on himself, heard his own voice ringing in his ears, felt the heat inside him expanding outward until he could no longer contain it.

"Scout—!" he choked, and then he was cumming, and his limbs squeezed the Scout’s body, held him close, his hand still flying over the Scout’s cock until the Scout bucked up and cursed and screamed, and they rocked together, mouths finding the other’s skin and kissing, blindly, hungrily, while red and black spots danced behind their eyes.

"Spy! Fuck! Oh oh oh oh OH—!" He could feel the Scout tightening around his limbs over and over, and the hot splash of his release over his fingers. He felt like he was pulsing into the Scout’s body forever, could feel wetness sliding down his limbs and it was so satisfying, so gratifying to feel that wetness flowing into the Scout along a channel in what he’d discovered was his most sensitive tentacle. He blinked, and his photophores flashed and he watched the Scout’s face as he filled him.

The runner blinked rapidly, and his jaw hung open, and he uttered wordless grunts while his spent cock twitched against his belly. Finally, when the last spasms stopped, the Spy let out a breath and sagged back, slipping out of the Scout a little as his grip on the rock relaxed. He dragged his gaze up to meet the Scout’s, and found the runner winded, but grinning like a lunatic nonetheless.

"Fuckin’ _hell_ Spook!" the Scout wheezed, laid out flat and gasping. "Oh my god. You came like, buckets! Fuck, I felt it all go into me, like a, like a fuckin’ fire hose! Goddamn! How th’ hell d’ya do that?! Felt like you were cumming for days!"

Gingerly, the Spy detangled his limbs from among the Scout’s.

"I… apologize," he ventured, watching clearish fluid pool under the runner as he pulled away.

"What in the hell for?! Goddamn, it was fuckin’ _amazin’!_ I still feel it, all up in me, so fuckin’ full, all hot, an’, an’ _tingly!_ It’s crazy weird! Ain’t never felt this way when another guy came inside me… Shit, Spook." And he smiled, and there was that look again, like earnestness and, and _affection_ , and the Spy had to look away as he climbed up to recline on the rock alongside the Scout. He felt the runner’s hand on his arm, petting him through his damp suit jacket. Then, the Scout shifted, and placed his palm flat on the Spy’s chest, right over that ignoble tattoo, and the Spy thought perhaps he was trying to feel for the lines as though they were raised scars and not dyed skin cells, but the hand merely stayed, brushing back and forth.

"C’n feel your heart beat," the Scout mumbled.

The Spy rolled over to face him, and the hand slipped to rest on the Spy’s ribs. Searching the Scout’s face, the Spy sought some sort of answer, some sort of clue. This brat was a good decade younger than him, with likely half the life experience. Is that why he could just lie there, smiling at the Spy and stroking his side and chuckling quietly to himself? Certainly, the Spy had been intimate with people who wanted a cuddle afterwards. Sometimes, he’d even indulged them. But, when he took a good, hard look at himself, he wondered if this could even be compared to that. He could count on one hand the number of people who saw him again after a night’s tryst. What kinds of arrangements had the Scout experienced? The runner rolled away from him, and he waited for the sounds of zippers, of preparations to leave.

Instead the Scout returned with a zippo lighter, and the Spy’s own disguise kit. He proffered them both, and the Spy accepted them, noticing belatedly that he was still wearing only one glove. He pulled the remaining one off with his teeth, and let the Scout observe his hands as he went through the motions of lighting a cigarette. Then, a second one— he made it look like an afterthought, and the Scout accepted it with more enthusiasm than was probably proper.

"Hey, thanks, man! I know you smoke expensive ones, too so. Yeah, thanks." He took a deep drag, and held it before exhaling. “Tastes like…” He licked his lips, the kretek crackling in the air, “I dunno. It’s nostalgic in a way I can’t figure out. Reminds me of my great aunt’s house, but also Christmas. Is it like that for you?” The Scout sat up while he smoked, uncaring of his nudity, with goosebumps on his forearms. 

“Not quite,” the Spy answered, and wondered how much he should tell his team mate. Already the Scout had the secret of his transformation… his hands, and his tattoo also. Should he tell the Scout about when, exactly, he developed a particular fondness for clove cigarettes? Indeed, could he remember, himself, a clove-scented Christmas, rather than one dogged by warfare, the smell of gunpowder and wet leather? Instead, he turned the Scout’s lighter over in his hands, and felt the inscription along the lid: ‘Happy Birthday, Half-Pint! 1963’. No doubt a gift from one of the Scout’s pack of brothers. 

The Scout hissed a plume of smoke, and the Spy was somewhat impressed that the runner didn’t choke on the harsher blend of tobacco and spices. 

“How long before you change back?” he asked, looking at the smoke hanging around the wet ceiling. The Spy did not reach for his watch. 

“It should happen before dawn,” he answered, and blew a smoke ring. 

“Is it gonna hurt like… well, I mean it looked like it hurt when uh. All that. Y’know. Happened.” He gestured in the air, indicating the Spy’s sluggish limbs which had gone back to chasing moisture along the surfaces of the small cave. 

“Yes, it will hurt.”

“Well. I guess I’ll stick around then. Y’know. In case uh. I dunno. In case you need somethin’…?” 

The Spy allowed his eyes to close, and he smoked his cigarette in silence, allowing it to nearly burn itself out before stubbing it out against the damp rock. The Scout returned to tracing mindless patterns over his chest, commenting now and again on anything that came to mind, and for the first time ever, the Spy slept through his transformation. 

When he awoke, his legs were human again, with their hair and moles and scars just as if nothing had ever happened. Somehow, he’d remained unconscious throughout the process of his tentacles twisting together until they knit into solid masses, his hair and bones regrowing, toes splitting off from the writhing mass, and the confusing sensation of his genitals reforming like a fruit growing out of a flower. The Scout was seated by the waterfall doing a set of rigorous stretches that made the Spy’s new-grown legs pang with sympathy pain. When the Spy reached for his trousers, the Scout caught sight of him and sprang up, exhibiting no evidence that his ass had been viciously reamed only hours before.

“Oh hey, you’re awake!” he exclaimed brightly, trotting over. “You made a lot of noise in your sleep, when your legs were, uh. Doin’ whatever that was. But I didn’t wanna wake you. You alright?”

Sitting and rubbing sleep out of his eyes, feeling like he actually slept well for the first time in weeks, at least the Spy nodded, shucking the still-damp coat and exchanging it for his shirt and suit pants.

“That was pretty freaky, by the way. But, y’know, also kinda cool, y’know? I think my favorite part was when your skin changed colour and all the little hairs poked out, like, BOOM, there they are. Like watchin’ grass grow at hyperspeed.” 

The Spy leveled the Scout with a long look, and then turned to the task of pulling his gloves on and buttoning his shirtsleeves. 

“So I hope this ain’t gonna be a one-time thing. I mean, it don’t gotta just be when you’re part octopus, neither. I just— look, you wanna go get tacos or somethin’, sometime?” 

The Spy considered, and groped for his cigarettes, and finally decided he was tired of thinking these things over. 

“I am not the greatest fan of tacos, I must confess.”

The Scout deflated.

“I prefer chiles rellenos.”

And the Scout brightened up again so fast, the Spy almost felt bad for his urge to pop the weird little hooligan’s bubble. Almost. 

—————

Checking his charts and calendars for the umpteenth time, the Spy tried very hard not to panic. It should have been last night, but although he’d retreated to that same cave and stayed there until daybreak, nothing had happened. Nothing, except for smoking through an entire pack of cigarettes whilst checking his watch probably a hundred thousand times. He couldn’t understand it. He also couldn’t very well go out there every night until the transformation decided to happen again. It would begin to look terribly suspicious, and he was certain somebody else would notice.

Furthermore, what could this possibly mean? Over the years, he’d perfected the art of predicting this misfortune, but it wasn’t always that way. He didn’t want to go back to the guesswork, the wait-for-it-and-kill-anyone-who-sees method he’d employed when the transformation had taken him the first few times. He didn’t like guesswork. He didn’t like not having a plan. For ten years, this condition had come and gone like clockwork, and now, suddenly, something had changed. He didn’t like it, but all he could do was wait.

A week later and he was beginning to feel the effects. Not of transformation, but of lack of sleep, mental fatigue, irritability, weak nerves, and paranoia. He was worried it would begin affecting his battle performance, if it hadn’t already. Worse still, the Scout, in his inimitable fashion, had taken note. 

He picked a terrible time to bring it up, too. The Spy sat in the rec room, filling his quota for interpersonal socialization by sitting among the others as the Engineer attempted to get the television working. He was fiddling with the rabbit ears on the set, while the rest of the team , or the majority of it, anyway, gave commentary as to the quality of the picture. The Spy had claimed the armchair for himself, and was attempting a bit of light reading, but the Demoman, the Pyro, the Medic, the Scout, even the Sniper had been lured by the promise of a good movie. They all groaned when the picture faded to static again, and turned to conversation amongst themselves while the Engineer went to fetch some tin foil from the kitchen. The Scout picked his way over bits and pieces of litter across the floor to loom over the Spy as he waited. 

“What’s the story, Morning Glory?” he inquired. “You don’t look so hot.”

“It’s nothing, Scout. Please.” He pulled his book closer to his face.

“You gettin’ sick? ‘Cuz uh, I know the surgery part’s usually pretty painful, but if you go see the Doc I’m sure the Medigun’ll fix you right up.” 

“No, I just… haven’t slept well, lately.” He hoped to disinterest the Scout before he dug too deep. He’d grown somewhat accustomed to the runner’s presence, always in his periphery, but this wasn’t something he wanted to discuss. Perhaps he could explain later, when more than half the team _wasn’t_ sitting right there. 

“Oh, is it… y’know, your _friend?_ ” Inwardly, the Spy winced.

“The Spy made a friend? Inform the papers!” the Demoman interjected, earning a sour look from the Spy, and oddly, the Scout as well. “Oh, don’t get yer knickers in a twist, I was only foolin’,” he amended. 

“What friend?” the Medic prompted, always nosy. 

“There is no ‘friend’,” the Spy insisted, tersely. “I don’t know what the Scout is talking about.”

“Sure you do!” the Scout pressed, and before the Spy could stop him, the words were out of his bucktoothed mouth: “You know, the _octopus?_ ”

With horror, the Spy looked around the room.

“Octopus?” The Medic echoed, puzzled.

“Didn’t think those happened in freshwater,” the Sniper added. If they asked any further questions the Spy knew he’d be caught.

“What’s happened to your octopus?” The Medic sounded genuinely concerned, as if the Spy had taken to keeping a marine cephalopod in his bedroom and it was no big deal. “They’re terribly delicate creatures,” he went on. “Short lifespans, antisocial, and they’re terminal breeders. It’s really very sad.”

“What’s sad?” The Scout looked between the Spy and the Medic. 

“Octopus. Once they’ve mated, the female will stop eating completely in order to devote herself to caring for her eggs, and the males stop hiding from predators. Both will die very shortly after breeding. It’s a shame, they’re really terribly fascinating creatures.”

Just then, the Engineer returned from the kitchen with a roll of aluminum foil, and the Spy stood to take his leave. The Scout followed him out of the room, and caught up with him, wide-eyed. 

“What’s he mean by that? What’s that mean?! Spy, are you gonna die because, because we—!” The Spy cut him off by pushing him into a storage room. 

“I do not know. I do know, however, that you must stop talking about it. Entirely.”

“But Spy, what if, what if there’s something we can do?! Spy, c’mon! You can’t just— Is that why you’re looking so sick? Spy, I’m sorry!”

“Scout, _please._ ” The Spy rubbed his eyes. “I am exhausted. The transformation was meant to have occurred eight nights ago, and it has not. I have been waiting ever since, and so, Scout, my patience has been stretched to its utmost extreme. For your own sake, do not test me.” 

For a moment, the Scout was quiet. But, like all good things, it couldn’t last forever.

“You ain’t… I mean. Why?”

“How should I know?!” the Spy snapped, but then he took a deep breath, released it, and relaxed. “I am working on finding out.”

The Scout chewed his lip. The Spy itched for a cigarette.

“What if…” the runner scuffed his cleats on the dusty linoleum. “What if the octopus is dead?” 

“What do you mean ‘dead’?” The Spy reached into his pocket and turned his lighter over and over in his fingers. 

“I mean kaput, deceased, gone from this mortal coil! I mean, what if he ain’t comin’ back, y’know?” The Scout flailed, and the Spy straightened to avoid the runner’s swinging hands.

“Not coming back,” he repeated. It felt like something was rising up inside him, and he couldn’t quite get his grips on it. He brought his lighter out of his pocket and groped for his cigarettes. His heart was hammering, and he needed to relax. It was something, something he’d have to address, but he didn’t know how— a curious feeling, like a balloon swelling in his chest.

“Spy,” the Scout grabbed his upper arm and he wanted to shake the runner off. His breath felt short. “Spy, what if you’re cured?”

The lighter tumbled from his hand and clattered on the floor. 

“Spy, holy shit!” He shook the masked man, who did his best to ignore it. His ears were ringing.

“My god,” he said. 

“Holy shit, holy shit holy shit!” The Scout bounced on his feet, and the Spy grasped the runner’s biceps to hold him still.

“Scout, I could just kiss you.”

“Well, why don’t ya?”

So he did.

**Author's Note:**

> Some octopus facts, for your edification and enjoyment:
> 
> MOST octopus are terminal breeders. The only one known to break this pattern is the Larger Pacific Striped Octopus (LPSO), which does NOT enter the stage known as ‘senescence’ whereby all other octopuses change their behaviour and die after mating. The LPSO breaks all the octopus rules, in fact. Rather than being solitary, they can form social groups numbering some 40 individuals. Also, they mate face-to-face, rather than the common tactic by which the male octopus reaches his hectocotylus into the female’s mantle cavity and impregantes her from afar. They are beautiful and amazing, and are some of my favorite animals.
> 
> Octopus don’t actually have ‘tentacles’. I believe I discussed this the LAST time I wrote tentacle porn, but I will reiterate. A tentacle is used SPECIFICALLY for feeding. Octopus have ARMS, because they use these limbs to manipulate their environments, as well as to feed themselves.
> 
> “Octopi” is a false pluralization. That assumes that the suffix is ‘us’, as in cact-us, when in fact it is ‘pus’, as in ‘feet’. So, ‘octopuses’ is actually more correct. If you REALLY want to be a stickler, you can use the Greek plural of ‘pus’, which is ‘podes’, thus, ‘octopodes’. However, ‘octopi’ is in such common usage, it’s acceptable, if technically incorrect. 
> 
> The longest-lived octopus is the Giant Pacific Octopus. It can live for up to five years, or thereabouts. These are likely the largest octopus as well, with an arm span of around 14 feet and an average weight of 33 pounds. The largest individual on record weighed some 71 pounds. They are highly intelligent and can solve complex puzzles. As a side note, the octopus where I work is learning to paint.
> 
> Sorry to distract from the porn, guys. I just really like octopuses.


End file.
